UPEXI, INC. 8-K

What Happened Upexi, Inc. announced that it entered into a Securities Purchase Agreement with a single institutional investor and closed a registered direct offering on February 9, 2026. The company issued 6,337,000 shares of common stock and accompanying warrants at $1.17 per share and warrant, generating approximately $7.4 million in gross proceeds. Each warrant is immediately exercisable, has a $1.50 exercise price, a five-year term and includes a redemption feature at $5.00 per share. The company may receive up to an additional ~$9.5 million if all warrants are exercised for cash.

Key Details

• Securities issued: 6,337,000 common shares and warrants to purchase up to 6,337,000 shares.
• Offering price and proceeds: $1.17 per share+warrant; gross proceeds ≈ $7.4 million; potential additional proceeds ≈ $9.5 million if all warrants exercised ($1.50 exercise).
• Placement agent: A.G.P./Alliance Global Partners acted as exclusive placement agent; fees = 5.0% of offering proceeds and 5.0% of proceeds on any warrant exercises; reimbursements up to $75,000 (legal) and $25,000 (non-accountable expenses).
• Warrant amendments: Prior warrants issued Dec 1, 2025 for 3,289,474 shares were amended effective at closing—exercise price reduced from $4.00 to $2.83 and redemption trigger reduced from $8.50 to $7.00.
• Lock-up and restrictions: Company and its directors/officers agreed to 15-day restrictions on issuing or selling shares (with customary exceptions, including the company’s existing at-the-market agreement).
• Regulatory filings: Securities issued pursuant to a prospectus supplement filed Feb 9, 2026, under the company’s Form S-3 registration (declared effective Jan 8, 2026).

Why It Matters This filing documents a near-term capital raise that provides Upexi immediate cash (≈ $7.4M) to support operations or strategic needs. The warrants represent potential future dilution if exercised (up to ~6.3 million additional shares and ~$9.5M of cash inflow), and the amended prior warrants lower strike prices, which could make future exercise more likely. Placement agent fees and reimbursements reduce net proceeds. The short 15-day lock-up offers only limited near-term selling restrictions by insiders. Investors should note both the immediate capital benefit and the potential dilution from outstanding and amended warrants.